"Glucose toxicity" accounts for insulin resistance in uncontrolled Type 1 diabetes and contributes to it in Type 2 diabetes. In 3T3-L1 adipocytes, preincubation in high glucose + 0.6 nM insulin synergistically down-regulate insulin stimulation of glucose transport and Akt/PKB activation distal to phosphatidyl inositol-3- kinase (PI(3)K) activation. The hexosamine synthesis pathway has been implicated in insulin resistance; its major product is UDP-N-acetylglucosamine (UDP-GIcNAc), the substrate of O-GIcNAc-transferase (OGT). OGT catalyzes the addition of single O-GIcNAc to specific Ser/Thr residues. O-GIcNAcylation and O-phosphorylation are often reciprocal. Chronic increased glucose flux enhances protein O-GIcNAcylation in cells and in muscle, in vivo. The role of enhanced O-GIcNAcylation in insulin resistance will be studied in 3T3-L1 adipocytes, L-6 myotubes and in skeletal muscle of insulin-resistant mouse models. Glucose/insulin-responsive O-GIcNAcylated proteins will be identified by mass spectrometry combined with immunological methods. Of special interest are proteins involved in GLUT4 trafficking. O-GIcNAcylation site(s) will be identified and the functional significance of the modification evaluated. The effect of O-GIcNAc-ase overexpression will be studied to test whether preventing excessive O-GIcNAcylation mitigates or prevents glucose-induced insulin resistance. Akt is a downstream target of PI(3)K involved in insulin's metabolic effects, including glucose transport. The mechanism of impaired Akt activation in glucose-induced insulin resistance will be studied. If insulin-stimulated 3-phosphoinositides at the plasma membrane (PM) are decreased, their dephosphorylation may be accelerated, e.g. by SHIP2 or PTEN, or PI(3)K may be mistargeted. If insulin normally stimulates 3-phosphoinositides at the PM in insulin-resistant cells, the activity of phosphoinositide dependent kinase-1 (PDK-1) or effects on Akt itself (e.g., accelerated dephosphorylation or protein interactions) will be examined. The possible role of altered O-GIcNAcylation in the identified defect(s) will be assessed. Defining mechanisms of insulin resistance may lead to the development of novel therapeutic targets.